HOMEFREE VILLAGE RESORTS INC
NT 10-Q, 1996-11-14
REAL ESTATE AGENTS & MANAGERS (FOR OTHERS)
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                                            --------------------------------
                                                    SEC FILE NUMBER
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                                                       SEE BELOW
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                                                     CUSIP NUMBER
                                            --------------------------------
                                                       SEE BELOW

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

(Check One): [   ] Form 10-K   [  ] Form 20-F   [  ] Form 11-K  [X] Form 10-Q 
[  ] Form N-SAR 

         For Period Ended:    September 30, 1996
                          ----------------------------
         [   ]  Transition Report Form 10-K    
         [   ]  Transition Report on Form 20-F  
         [   ]  Transition Report on Form 11-K
         [   ]  Transition Report on Form 10-Q
         [   ]  Transition Report on Form N-SAR

         For the Transition Period Ended: 
                                          ---------------------------
   Read attached instruction sheet before preparing form.  Please print or type.

   Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: 
                                                       ------------------------

- --------------------------------------------------------------------------------

PART I.  REGISTRANT INFORMATION

                                                          SEC FILE
                                                           NUMBER       CUSIP
                                                          --------      -----
Full name of registrant    Homefree Village Resorts, Inc.  1-8927     437393101
                           Homefree Investors LP           0-16156    437393200
                        -------------------------------------------------------

Former name if applicable
N/A
- --------------------------------------------------------------------------------
Address of principal executive office (Street and number)

1400 S. Colorado Blvd., Suite #410 Denver, CO 80222
- --------------------------------------------------------------------------------
City, State and Zip Code                
                       

PART II.  RULE 12B-25 (B) AND (C)

         If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check appropriate box.)     

[   ]    (a)     The reasons described in reasonable detail in Part III of 
         this form could not be eliminated without unreasonable effort or 
         expense;

[ X ]    (b)     The subject annual report, semi-annual report, transition
         report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof
         will be filed on or before the 15th calendar day following the
         prescribed due date; or the subject quarterly report or transition
         report on Form 10-Q, or portion thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

[   ]    (c)     The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.

PART III.  NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed time period. (Attach Extra Sheets if Needed).

Additional time is needed so we can respond to comments made by the SEC in
conjunction with our filing of Schedule 13E-3 

                                               (Attach extra sheets if needed.)
                                                               SEC 1344 (11/91) 

<PAGE>   2


PART IV.  OTHER INFORMATION

         (1)     Name and telephone number of person to contact in regard to
this notification

        Stephen R. Thompson            (303)        757-3002
        -------------------------------------------------------------
                   (Name)           (Area code) (Telephone number)

         (2)     Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed?  If the
answer is no, identify report(s).
                                                           [ X ] Yes   [   ] No

         (3)     Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                           [   ] Yes   [ X ] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

- -------------------------------------------------------------------------------

 
                       Homefree Village Resorts, Inc.
                          Homefree Investors, LP
- -------------------------------------------------------------------------------
                (Name of registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date  11/13/96                         By: /s/ Stephen R. Thompson, Filing Agent

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                                   ATTENTION
- -------------------------------------------------------------------------------

       INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                  CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

- -------------------------------------------------------------------------------


                             GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and
      amendments thereto must be completed and filed with the Securities and
      Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
      of the General Rules and Regulations under the Act. The information
      contained in or filed with the form will be made a matter of public
      record in the Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed
      with each national securities exchange on which any class of securities
      of the registrant is registered.

4.    Amendments to the notifications must also be filed on form 12b-25 but
      need not restate information that has been correctly furnished. The form
      shall be clearly identified as an amended notification.

5.    Electronic Filers. This form shall not be used by electronic filers
      unable to timely file a report solely due to electronic difficulties.
      Filers unable to submit a report within the time period prescribed due
      to difficulties in electronic filing should comply with either Rule 201
      or Rule 202 of Regulations S-T (ss.232.201 or ss.232.202 of this
      chapter) or apply for an adjustment in filing date pursuant to Rule
      13(b) of Regulation S-T (ss.232.13(b) of this chapter).




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